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(b) In the event of a change in the rate at which the Broker-Dealer Fee accrues pursuant to Section 6.5 of the Auction Agent Agreement, the Trustee shall mail, first-class postage prepaid, a Notice of Fee Rate Change to all Beneficial Owners of ARS and IRS within two Business Days of such change. (c) Any Broker-Dealer may be removed at any time, at the request of the Authority for any breach of its obligations hereunder or under a Broker-Dealer Agreement. Section 13. Provisions Relating to Auctions. The Authority shall not be responsible for any failure of a Broker-Dealer to submit an Order to the Auction Agent on behalf of any Existing Holder or Potential Holder, nor shall the Authority be responsible for failure by any Securities Depository to effect any transfer or to provide the Auction Agent with current information regarding registration of transfers. The Authority shall have no liability in the event that there are not Sufficient Clearing bids from time to time pursuant to the Auction Procedures. The Authority may not submit an Order in any Auction, or purchase, call for redemption or otherwise acquire ARS or IRS unless it purchases, calls for redemption or otherwise acquires (i) Regular Fixed AIRS or Newly Fixed AIRS or (ii) an equal aggregate principal amount of ARS and IRS on the day of any purchase, redemption or other acquisition. Section 14. Amendments. With the consent of the Bond Insurer, the provisions of this Appendix, including, without limitation, the mandatory tender provisions and the definitions contained herein including, without limitation, the definitions of "AA" Composite Commercial Rate, Applicable ARS Rate, Applicable IRS Rate, Applicable Percentage, Minimum Rate, Maximum Rate and Non-Payment Rate, may be amended by the Authority, (i) upon obtaining an opinion of counsel that the same does not materially adversely affect the rights of the Beneficial Owners of the ARS or IRS, or (ii) by obtaining the consent of the Beneficial Owners of all ARS and IRS or, in the event all of the ARS and IRS are Fixed, by obtaining the consent of the Beneficial Owners of all Newly Fixed AIRS and Regular Fixed AIRS. In the second event, the Trustee shall mail notice of such amendment to the Beneficial Owners of the ARS, and if, on the first Auction Date occurring at least 30 days after the date on which the Trustee mailed such notice, Sufficient Clearing Bids (as defined in the Auction Agent Agreement) have been received or all of the ARS are subject to Submitted Hold Orders (as defined in the Auction Agent Agreement), the proposed amendment shall be deemed to have been consented to by the Beneficial Owners of all ARS. As an additional condition precedent to any such amendment pursuant to the provisions of this Section, there shall be delivered to the Authority and the Trustee an opinion of counsel to the effect that such amendment will not adversely affect the validity of the ARS or IRS or the exclusion of interest on any of the 1994 Bonds from gross income for federal income tax purposes. Written notice of each such amendment shall be delivered by the Authority to the Trustee, the Auction Agent and each Broker-Dealer. LAI-63221.5 A-24